Made with two delicious cheeses and a crunchy topping, this mac and cheese is so tasty! Serve it as a side dish or a main, this is the best creamy mac and cheese recipe ever!
I will admit it, I love mac and cheese. I can’t even look at pictures of it without thinking, “I need to make this right now.” There are so many delicious versions, and I have tried a huge variety. They are all usually good, in their own way. Sometimes adding a little mustard spices things up, or adding a crusty bread crumb topping to give it a crunch. This version blows the all out of the water as it is so tasty! It is by far the best creamy mac and cheese recipe!
Adding the bread to the top of this mac and cheese gives it a nice crunch and unexpected oomph. It is delicious with two different cheese, and the big spiral noodles. If you haven't tried my Panera Mac and Cheese (copycat recipe) or Instant Pot Mac and Cheese (pressure cooker), I highly recommend those as well. Serve this creamy mac and cheese with Air Fryer Turkey Breast, Instant Pot Chicken Wings, or Easy Italian Meatball Sliders for the perfect meal!
How to make this creamy mac and cheese:
**scroll down for full ingredients list and printable directions**
- Prepare the breadcrumbs by tossing the chopped bread with the melted butter, then set that to the side.
- Make the pasta according to the box directions, however undercook the pasta by 2-3 minutes. Strain and set aside.
- Make the sauce in a small sauce pot by melting the butter, then adding the flour and whisking to combine. Then whisk in the warmed milk, and continue cooking for 8-10 minutes while whisking and simmering. The mixture should thicken up.
- Remove from the heat, then add in the spices and cheeses, stir well to combine and continue whisking until the sauce is melted and smooth with no clumps. Add the sauce to the pot with the macaroni, then stir to coat the pasta.
- Add the pasta to a buttered baking dish, then add the breadcrumbs over the top. Place it in the oven and bake for about 30 minutes or until the bread is browned.
What to serve with this mac and cheese:
- Air Fryer Roasted Asparagus (2 ingredients)
- Garlic Parmesan Chicken Wings
- Sauteed Brussels Sprouts with Pears, Golden Raisins & a Sweet Glaze
- Oven Roasted Brussels Sprouts
- Air Fryer Roasted Carrots (easy side dish)
- Air Fryer Turkey Breast
- Buffalo Chicken Salad
- Air Fryer BBQ Chicken Wings
- Instant Pot Chicken Wings
- Air Fryer Chicken Legs (drumsticks)
Made with two delicious cheese and a crunchy topping, this mac and cheese is so tasty! Serve it as a side dish or a main, this is the best creamy mac and cheese recipe ever!
- 4 TBS unsalted butter plus more for casserole dish
- 3 slices white bread crusts removed, chopped into ¼- to l/2-inch pieces
- 2 and ¾ cups milk
- ¼ cup all-purpose flour
- 1 teaspoon coarse salt plus more for water
- ⅛ teaspoon ground nutmeg
- ⅛ teaspoon freshly ground black pepper
- ⅛ teaspoon cayenne pepper
- 2 ¼ sharp white cheddar cheese, grated
- 1 cup Gruyère, grated (or ⅔ cups grated Pecorino Romano cheese)
- ½ pound elbow macaroni or other spiral noodle
Preheat oven to 375°F. Butter a large casserole dish; set aside. Place the bread in a medium bowl. In a small saucepan over medium heat, melt 1 TBS butter. Pour the melted butter into the bowl with the bread and toss. Set the aside.
Cover a large pot of salted water, and bring to a boil. Cook the macaroni until the outside of pasta is cooked and the inside is underdone, 2 to 3 minutes. Transfer the macaroni to a colander, rinse under cold running water, and drain well.
Warm the milk in a medium saucepan over medium heat. Melt the remaining 3 tablespoons butter in a high-sided skillet over medium heat. When the butter bubbles, add the flour. Cook, stirring, 1 minute.
While whisking, slowly pour in the hot milk a little at a time into the skillet with butter/flour mixture. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick, 8 to 12 minutes.
Remove the pan from the heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 1.5 cups of the cheddar cheese, and ¾ cup Gruyère (or ⅓ cup Pecorino Romano); Mix until all cheese is melted and smooth and set the cheese sauce aside.
Stir the macaroni into the reserved cheese sauce.
Pour the mixture into the prepared dish. Sprinkle the remaining cheeses and the breadcrumbs over the top.
Bake until golden brown, about 30 minutes (watch as this may take a little longer. you want the bread browned). Transfer the dish to a wire rack for 5 minutes and then serve.
Recipe can be doubled for a larger crowd
First published Feb 2014. Updated Dec. 2021.
Those pictures are awesome! I specially love that third one, where you can see the steam! MMMmmmm, mmmmmmm!!!!
Thanks, Andres! I couldn't wait to take pictures of this dish (and eat it), so the steam was unavoidable! Come back soon 🙂
I could live off mac and cheese on a daily basis! Love the creative part of the sliced bread on top. My boys actually love to make their's into a sandwich... which to me, is weird! Pinning!
Mac and cheese grilled cheese?! That sounds like a total win to me! Thanks for pinning and hope to see you by again soon!
Shannah @ Just Us Four
breadcrumbs on top of mac n cheese? That sounds amazing!
Hi Allyson, thanks so much for hosting and I pinned that mac n cheese recipe it looks so good and yummy thanks! Have a good weekend.
Might be a silly question, but...I'm having surgery tomorrow, have made a bunch of meals for the freezer, and after seeing this recipe and having all ingredients on hand, I must try this! However, can I freeze it?!?!
Hmmm, I haven't tried freezing it, but I don't see why not? You might want to leave the bread crumbs off to freeze, then when you bake add the crumbs the last 30 minutes of baking or so, until browned. Let me know how it turns out if you try it!
Rach @ EazyPeazyMealz
This looks so yummy. Gruyere is my fave, and I have a big block of it, so this is going on the menu. Pinned! Thanks for sharing. Found you on the Pin Junkie link party.
I am a huge fan of gruyere too, clearly! Thanks for stopping by, I hope you like the Mac and Cheese as much as we do!
Bonnie @ The Pin Junkie
This looks so much better than the mac & cheese out of the box! Thanks for sharing this yummy recipe at The Pin Junkie. It was featured this week! Please stop by to grab a button and share another fantastic recipe at http://www.thepinjunkie.com/2014/03/friday-link-party-57.html
Thanks, Bonnie! I already have your button and appreciate you featuring me! Thanks again!
Ok the recipe says 4 tablespoons of butter but then later in the directions it says six tablespoons???
Okay no, I realize what happened. I had halved the recipe for posting, so it should he 4 TBS butter total. You should melt 1 TBS for the bread in the beginning, and then use the remaining 3 TBS later. I Have corrected the recipe on the post. Thanks!
SOOOO good. I've made it several times.
MMMMM I love it too!
Making this for Thanksgiving oh my word .. adding peas <3 Thanks for the recipe!!
I just made this and you are right, it really is the best!! So delicious!
So delicious! My resident cheese lover was so happy with this recipe! He gobbled it all up! Definitely delicious! <3 <3
That might be the best mac and cheese I've ever seen. I've never seen a topping quite like that on mac and cheese before. Yummo!
Great recipe - we made this for Thanksgiving!
The perfect mac and cheese! It's so creamy and delicious!
I know for sure this Creamy Mac and Cheese would be a huge hit in my house!
This was a really huge hit at my house! Thanks for the recipe!
This is such an amazing meal! A new favorite at my house!
We loved the crusty bread on top!!